General Terms and Conditions of company NIARA s.r.o. providing rework-services and related activities in Automotive sector
Generally 1.1 These General Terms and Conditions (GTC) govern the provision of services by NIARA s.r.o., registered in the Commercial Register at the Regional Court in Ostrava, Section C, 7454, Company ID: 61972835, Tax ID: CZ61972835 and registered at 28 October 68/165, Mariánské Hory, 709 00 Ostrava 1.2 Services in accordance with these General Terms and Conditions may be provided solely on a contractual basis. Arrangements that deviate from these conditions must be confirmed in writing by both parties. 1.3 The service provision agreement shall enter into force on the date fixed in its text and shall be valid for an agreed period or for an indefinite period of time with a notice period further defined. 1.4 The terms and conditions not mentioned in these GBCs are governed by the legal regulations of the Czech Republic, in particular, the relevant provisions of Act No. 89/2012 Coll.
Definitions of terms 2.1 The service provider is Niara s.r.o., hereinafter referred to as the “Provider”. 2.2 The Customer is the entity having a Service Agreement with the Provider. For the purposes of the Service Contract, under these conditions, the term “user” may also be used. 2.3 The term “Contract” means a set of terms agreed by the parties with the intention to perform a service/work. The content of the contract is defined primarily by the definition of subject and scope of performance, compliance with the term of performance and the cost of providing the service. 2.4 Binding Order is a written reaction by the Customer to the Provider’s offer, in case that Provider considers that he is able to carry out the service desired by Customer 2.5 The Offer is a summary of the technical, organizational and price data linked to execution of the service requested by the Customer. 2.6 Proposal is a set of commercial, technical and complementary contractual partner data needed for a future contractual relationship. 2.7 Subcontractor is an entity providing sub-supply to the Provider if necessary for the comprehensive provision of the service.
Service Providing 3.1 The Provider is able to provide services for external entities within the scope of 3.1.1 Visual inspection and sorting work on industrial parts, sub-groups, groups or assemblies to define specific performance characteristics or features 3.1.2 Verification of functional properties of parts incl. measurement of force quantities, resp. moments and/or electrical values according to Customer’s order 3.1.3 Correction, modification and machining of parts with deviations from specifications 3.1.4 Cleaning, conservation, packaging/repackaging of parts according to customer’s requirements 3.1.5 Providing personnel capacities at the workplace of Customer’s activities as above (3.1.1 ÷ 3.1.4), incl. machine operators of production lines 3.1.6 Measurement of parts and assemblies by the 3D-device, measurement deviation analysis, sampling of parts in accordance with PPAP process requirements 3.1.7 Resident Engineering Services as per Customers’ Requirements 3.1.8 Processing of documentation focused on characteristics, values and quantities for the whole range of services performed, archiving of documents according to the type and nature of the part according to ISO / IAFT / VDA standards, according to customer requirements 3.1.9 Logistic operations associated with the transport of material/goods inherent to the above-mentioned scope
Establishment and change of contractual relationship 4.1 The proposal for the conclusion of a contractual relationship may be submitted by both sides, Customer and Provider based on terms respecting the provisions of these GTC. 4.2 The proposal is always submitted in writing to the Provider’s contact point, if it is submitted by the Provider to the Customer, the contact place is an interface-person between prospective parties. It is excluded to substitute the Customer by third party. 4.3 The Provider is permitted to reject the Proposal in particular in case when: 4.3.1 The customer has provided incorrect or inaccurate identification data 4.3.2 In case of previous business, the Customer has lately paid or has consistently failed to pay for the services provided by the Provider or has not paid for the previous services of the Provider. 4.3.3 Customer has refused to accede to the provisions of these GTC. 4.3.4 The customer entered into liquidation, a forced administration was declared, the bankruptcy was declared by the court, the insolvency petition for lack of property was dismissed or the decision to sell the property was ordered. 4.3.5 Providing of services is not possible for technical, commercial, administrative or organizational reasons on the Provider’s side. 4.4 Reasons for refusal shall be communicated by the Provider to Customer no later than 10 days after submission of the proposal. 4.5 The contractual relationship comes in force by the date of Contract signing by both parties. If the signing date is not the same for both parties, then this moment arises upon delivery of the accepted contractual terms to the other party. 4.6 Any changes to a contractual relationship shall be made only in writing, in the form of successively numbered amendments to the Contract, agreed by both parties.
Rights and Obligations of the Provider 5.1 The Provider is obliged to provide services in such a way that the Customer’s requirements are met in accordance with the concluded Contract, these GTC and the Technical Specification, if necessary. 5.2 The Provider is obliged to inform the Customer in an appropriate manner about changes in prices and price terms for the services provided, at least 14 days before the changes become effective. 5.3 the Customer agrees that the Provider is entitled to legally verify the Customer’s credibility and solvency and his ability to carry out its contractual obligations.
Customer’s rights and obligations 6.1 The Customer has the right, within the framework of the concluded Contract, to require the Provider to provide specific services in the scope and manner corresponding to these GTC. 6.2 Customer uses the services only in a way that complies with these GTC, the procedures and processes that the Provider normally provides and which are part of the Provider’s Offer. 6.3 The Customer is obliged to pay the price for the provided services at the amount valid at the time of ordering the service and according to due date. In case that Customer due delays, the Provider is entitled to apply the measures in accordance with the provisions of these GTC (e.g. interest on delay, contractual fine, service constraint, termination of Contract). 6.4 Customer undertakes to ensure proper and effective cooperation with the Provider in the phase of preparation, implementation and fulfilment of all the parts necessary for the provision of the service according to its order.
Price and Payment Terms 7.1 The price for the services provided under the contractual relationship between the Provider and the Customer shall be determined by agreement of both Contracting Parties. The source for the price adjustment is the processing of the offer, where the Provider will assess the technical demands of the enquiry, calculate the own costs, complete the qualitative, organizational, logistic and other aspects (see Article 7.4) of the implementation resulting from the enquiry in order to provide the Customer with the fulfilment of its request. 7.2 The Provider shall provide, in an agreed form (personal negotiation, e-mail, letter, etc.), a binding offer to the Customer, who undertakes to inform the Provider about his/her consenting or contradictory opinion on the price and method of securing the required service within a reasonable time. 7.3 Unless otherwise stated, the price includes the costs of packing, transportation, insurance, customs, fees, including local fees, without any limitations. 7.4 In case of a price increase for the services provided, it is the Provider’s duty to duly justify the Customer’s price variation. 7.5 The Provider has the right to issue an invoice for the provided service to the Customer, the main impact on invoicing takes the scheduling and the course of the provided service. 7.6 In case of a short-term contract, the invoice is issued on a one-off basis after conclusion of the service-work. 7.7 In the case of long-term contracts, the Provider has the right to invoice in stages, according to the conditions that the Customer will specify in the order with reference to the Provider’s offer. 7.8 The due date of the invoices issued by the Provider towards the Customer is 30 days from the date of issue. 7.9 In case that the Customer notifies the finding of contradictions in the data or confusion in the invoices issued by Provider, he shall be obliged to pass on his/her statement without delay, in a documented manner, no later than 10 days before the invoice is due to the Provider back. If the Customer fails to comply with this procedure, the Provider has the right to apply the provisions of Article 10.4 of these GBCs.
Complaints 8.1 The Customer has the right to claim the service provided, without undue delay, in writing, at the Provider’s contact address. 8.2 The Provider shall without undue delay consider the Customer’s claim and, if the accuracy of the fault is confirmed, shall issue the 8D – Report according to common standard. 8.3 Implications of the impact of the claim on the scheduling, costs and remediation of potential damage and/or losses, replacement of the supply of parts and other possible aspects, shall be settled among Provider and Customer through a separate process of settlement of mutual obligations according to the nature and parameters of each individual case.
Service Warranty 9.1 The Provider takes a guarantee for the provided service-work for a period of 24 months from the date of the delivery of the subject matter to the Customer. 9.2 This warranty applies only on the service-work provided by the Provider and does not apply to the materials, drawings, samples, tools and gauges provided by the Customer. 9.3 Similarly, the Provider’s guarantee does not apply to cases where the use of processes, controls, mechanisms or methods prescribed or recommended by the Customer in its order or specification will cause defects, performance outages or damages.
Termination of the Agreement 10.1 The contractual relationship ends with the resignation of one of the Contracting Parties from the Agreement, by expiry of the agreed time, the termination of the legal entity, by withdrawal and/or agreement of both parties. 10.2 The fact of termination of the Agreement does not relieve the Customer of the obligation to pay to the Provider the price for the service-work or the liability to cover any damages incurred during performance of the Contract on the Provider’s personnel, facilities and/or property. 10.3 The parties may terminate the Contract by termination, with notice period of 2 months beginning to run on first day of the month following the delivery of termination to the other Party. 10.4 Any Contracting Party may withdraw from a contractual relationship in case of a gross breach of contractual obligations by the other Contracting Party. Withdrawal shall take effect on the date of its delivery to the other Contracting Party. 10.5 Termination or withdrawal of a contractual relationship shall be delivered to the other Contracting Party in writing.
Liability for Damage and its Compensation 11.1 The Provider is responsible for damages caused by the provisions of these General Terms and Conditions and according to generally applicable legal regulations. The Provider is not responsible for damages resulting from force majeure. 11.2 The Customer undertakes to indemnify the service Provider in the case of damage and/or personal injury to the persons organizationally associated with the Provider’s activities, as well as property, equipment, technical equipment or immovable property of Provider used for execution of the service-work for him under the concluded Contract. 11.3 If the Customer refuses, upon request of the Provider, the application of Article 11.2, the Customer shall be obliged to prove that the above damages and/or injuries has being occurred due to negligence, misconduct, a gross violation of the legal regulations or these GTC on the Provider’s side.
Applied Law and Dispute Settlement 12.1 The application of these GBCs is governed by the law of the Czech Republic. 12.2 The solution and the final decision of the unsuccessful disputes between the Provider and the Customer during performance of contractual relations, the application of these GBCs or other collision situations shall be conducted by the Arbitration Court at the Chamber of Commerce of the Czech Republic and the Agrarian Chamber of the Czech Republic, according to its order, by three arbitrators.
Common, Transitional and Final Provisions 14.1 The Provider is entitled to amend and modify the GTC in case of a change in the technical, operating, business or organizational conditions on the Provider’s part and/or when amendment of generally binding legal regulations occurs. 14.2 These GTC become valid and effective on 01.01.2019 and will expire upon the entry into force of the later version of GTC. 14.3 These GTC become binding on the Provider and the Customer by their signature.